20.
21.
22.
CITY INSPECTION & MAINTENANCE OF CONTRACT MATERIALS. The Contractor must maintain all required
records for five years after final payments are made and all other pending matters are closed. The
books, records, documents and accounting procedures and practices of Contractor related to this
contract shall be subject to inspection, examination and audit, at any time during normal business
hours and as frequently as is deemed necessary, by the City, including, but not limited to, the
contracting agency, Corporation Counsel, General Accounting Office, the Department of Housing and
Urban Development and, if applicable, the Comptroller General of the United States, or any
authorized representative of those entities.
DISPOSITION OF CONTRACT MATERIALS. Any books, reports, studies, photographs, negatives or other
documents, data, drawings or other materials, including but not limited to those contained in media of
any sort (e.g., electronic, magnetic, digital) prepared by or supplied to Contractor in the performance
of its obligations under this contract shall be the exclusive property of the City and all such materials
shall be remitted and delivered, at Contractors expense, by Contractor to the City upon completion,
termination, or cancellation of this contract. Alternatively, if the City provides its written approval to
Contractor, any books, reports, studies, photographs, negatives or other documents, data, drawings
or other materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Contractor in the performance of its obligations under
this contract must be retained by Contractor for a minimum of four years after final payment is made
and all other pending matters are closed. If, at any time during the retention period, the City, in
writing, requesis any or all of the materials, then Contractor shall promptly remit and deliver the
materials, at Contractor's expense, to the City. Contractor shall not use, willingly allow or cause to
have such materials used for any purpose other than the performance of Contractor's obligations
under this contract without the prior written consent of the City.
PuBLic RECORDS LAW, COPYRIGHTS, AND PATENTS. Contractor expressly agrees that all documents
ever submitted, filed, or deposited with the City by Contractor (including those remitted to the City by
Contractor pursuant to paragraph 21), unless designated as confidential by a specific statue of the
State of New Hampshire, shall be treated as public records and shall be available for inspection and
copying by any person, or any governmerial entity.
No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited io those contained in media of any sort (e.g., electronic, magnetic,
digital) prepared by or supplied to Contractor in the performance of its obligations under this contract
shall be the subject of any application for a copyright or patent by or on behalf of Contractor. The City
shall have the right to reproduce any such materials.
Contractor expressly and indefinitely waives all of its rights to bring, including but not limited to, by
way of complaint, interpleader, intervention, or any third party practice, any claims, demands, suits,
actions, judgments, or executions, for damages or any other relief, in any administrative or judicial
forum, against the City or any of its officers or employees, in either their official or individual capacity,
for violations of or infringement of the copyright or patent laws of the United States or of any other
nation. Contractor agrees to indemnify, to defend, and to hold harmless the City, its representatives,
and employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material prepared
by or supplied to Contractor infringes any copyright or that any equipment, material, or process (or
any part thereof) specified by Contractor infringes any patent.
Contractor shall have the right, in order to avoid such claims or actions, to substitute at its expense
nen-infringing materials, concepts, products, or processes, or to modify such infringing materials,
concepis, products, or processes so they become non-infringing, or to obtain the necessary licenses
io use the infringing materials, concepts, products, or processes, provided that such substituted or
modified materials, concepts, products, or processes shall meet all the requirements and be subject
to all ihe terms and conditions of this contract.
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